Devon Energy (DVN) 10-K risk factor changes: FY2023 vs FY2022

geopolitical risks, including the [removed: on-going] conflict between Russia and Ukraine, [added: the Israel-Hamas conflict and hostilities in Yemen and the Red Sea,] as well as other [added: hostilities or] political and civil unrest in the Middle East, Africa, Europe and South America;

While both exploratory and developmental drilling activities involve these risks, exploratory drilling involves greater risks of dry holes or [removed: failure to find commercial quantities of hydrocarbons.]

In addition, our oil and gas properties can become damaged, our operations may [added: be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to:]

restrictions in access to, or disposal of, water used or produced in drilling and completion operations; [removed: and]

Many of the factors described above have negatively impacted [added: and currently impact] our operations [removed: in the past] and may do so again in the future.

We have limited influence and control over the operation or future development of such properties and investments, including compliance with environmental, health and safety regulations or the amount and timing of required future [removed: capital expenditures.]

Such access could be lost due to a number of factors, including, but not limited to, weather conditions and natural disasters, terrorism or sabotage, [removed: cyberattacks,] [added: cybersecurity incidents,] accidents, field labor issues or strikes.

For example, we experienced higher operating costs throughout [removed: 2022] [added: 2023] due to [removed: these factors,] [added: steep cost inflation,] and [removed: we expect such] [added: these] inflationary pressures [removed: to] [added: could] continue in [removed: 2023.][added: 2024.]

Such regulations include requirements for permits to drill and to conduct other operations and for provision of financial assurances (such as [added: surety] bonds) covering drilling, completion and well operations and decommissioning obligations.

Moreover, certain regulations require the plugging and abandonment of wells, removal of production facilities and other restorative actions by current and former operators, including corporate successors of former [removed: operators.][added: operators, which means that we are exposed to the risk that owners or operators of assets acquired from us (or our predecessors) become unable to satisfy plugging or abandonment and other restorative obligations that attach to those assets.]

[removed: These and other regulatory and public policy developments could, among other things, restrict production levels, delay necessary permitting, impose] price controls, change environmental protection requirements, impose restrictions on pipelines or other necessary infrastructure, raise taxes, royalties and other amounts payable to governments or governmental agencies and otherwise increase our operating costs.

While it is not possible at this time to predict the ultimate impact of these [added: actions] or any other future regulatory changes, any additional restrictions or burdens on our ability to operate on federal lands could adversely impact our business in the Delaware and Powder River Basins, as well as other areas where we operate under federal leases.

Changes in the types of earnings that are subject to income tax, the types of costs that are considered allowable deductions and the timing of such deductions, or the rates assessed on our taxable earnings [removed: would all impact] [added: could significantly increase] our [removed: income taxes] [added: tax obligations, adversely impacting our financial condition, results of operations] and [removed: resulting operating] cash [removed: flow.][added: flows.]

In addition, the IRA includes various changes to the federal tax laws beginning in 2023, including [removed: (i)] a new 15% [removed: corporate alternative minimum tax] [added: CAMT imposed] on [removed: “adjusted] [added: certain] financial statement [removed: income”] [added: income of “applicable corporations.” Incremental taxes attributable to the CAMT are possible] and [removed: (ii) a new 1% excise tax on stock repurchases.][added: such taxes may be significant.]

Moreover, [added: in August 2022,] the [removed: recently enacted] IRA [removed: imposes] [added: was passed into law, imposing] a new charge or fee with respect to excess methane emissions from certain petroleum and natural gas facilities starting in 2024 and annually increasing through 2026.

[removed: Although] [added: While we are assessing] the [added: applicability of the California legislation and await further] SEC [removed: has not finalized these rules,] [added: rulemaking,] we would expect to incur substantial additional compliance costs to the extent these or similar [removed: rules are adopted.][added: disclosure requirements apply to us.]

For example, [removed: in March 2021,] the SEC [added: has] established [removed: the] [added: a] Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing.

[removed: At the international level, the United States] and the European Union jointly announced the launch of a Global Methane Pledge at the 26th Conference of the Parties in 2021, pursuant to which over 130 participating countries have pledged to a collective goal of reducing global methane emissions by at least [added: 30% from 2020 levels by 2030.]

These [removed: affects] [added: effects] in turn could impair or lower the value of our assets, including by resulting in uneconomic or “stranded” assets, and otherwise adversely impact our profitability, liquidity and financial condition.

For example, we have exposure to financial institutions and insurance companies through our hedging arrangements, our [added: 2023] Senior Credit Facility and our insurance policies.

Certain of these counterparties or their successors may experience insolvency, liquidity problems or other issues and may not be able to meet [removed: their obligations and liabilities (including contingent liabilities) owed to, and assumed from, us, particularly during a depressed or volatile commodity price environment.]

As of December 31, [removed: 2022,] [added: 2023,] we had total indebtedness of [removed: $6.4] [added: $6.2] billion.

Any credit downgrades could adversely impact our ability to access financing and trade credit, require us to provide additional letters of credit or other assurances under contractual arrangements and increase our interest rate under the [added: 2023] Senior Credit Facility as well as the cost of any other future debt.

[removed: Cyberattacks] [added: Cybersecurity Incidents] May Adversely Impact Our Operations

[removed: Our business has become increasingly dependent] [added: We rely heavily] on [added: information systems and other] digital [removed: technologies,] [added: technologies to conduct our business,] and we anticipate expanding the use of [added: and reliance on] these [removed: technologies in our operations,] [added: systems and technologies,] including through artificial intelligence, process automation and data analytics.

Although we have experienced cybersecurity incidents from time to time, none have had a material effect on our business, operations or [removed: reputation.][added: reputation; however, there is no assurance that such a breach has not already occurred and we are unaware of it, or that we will not suffer such a loss in the future.]

[removed: However,] [added: We devote significant resources to prevent cybersecurity incidents and protect] our [added: data, but our] systems and procedures for [added: identifying and] protecting against such attacks and mitigating such risks may prove to be insufficient [removed: in the future] due to system vulnerabilities, human error or malfeasance or other factors.

However, our insurance coverage does not provide 100% reimbursement of potential losses resulting from these operational [removed: hazards.][added: hazards and, in the future, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates.]

These transactions also have inherent risks, including possible delays in closing, the risk of lower-than-expected sales proceeds for the disposed assets or business and potential post-closing [added: liabilities and] claims for [removed: indemnification.][added: indemnification, as well as secondary liability for any obligations to third parties guaranteed by us.]

failure to find commercial quantities of hydrocarbons.

terrorism, vandalism, equipment theft, extreme activism directed against fossil fuel operations or assets, cybersecurity incidents and pandemics or other widespread health concerns;

limited access to electrical power sources or other infrastructure used in our operations; and

capital expenditures.

Moreover, any bankruptcy involving, or any misconduct or other improper activities committed by, our business partners or other counterparties could negatively impact our own business or reputation.

In that event, due to operation of law, we may be required to assume such obligations, which could be material.

These and other regulatory and public policy developments could, among other things, restrict production levels, delay necessary permitting, impose

In July 2023, the Department of Interior released a proposed rule revising various terms for future federal leases and wells, including bonding requirements, royalty rates, rental rates and minimum bids, of the onshore federal oil and gas leasing program, integrating recommendations from the November 2021 report.

For example, effective January 2024, the Railroad Commission suspended all disposal well permits that inject into deep strata within the Northern Culberson-Reeves area due to increasing seismicity concerns.

For example, in December 2023, the EPA finalized more stringent methane rules for new, modified and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

The final rule includes, among other things, enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring, zero-emission requirements for certain devices, and reduction of emissions by 95% through capture and control systems.

The final rule also establishes a “super emitter” response program that allows third parties to make reports to the EPA of large methane emissions events, triggering certain investigation and repair requirements.

Similarly, California enacted legislation in October 2023 requiring extensive climate-related disclosures for companies deemed to be doing business in California, and other states are considering similar laws.

At the international level, the United States

At the 28th Conference of the Parties in 2023, parties signed onto an agreement to transition “away from fossil fuels in energy systems in a just, orderly and equitable manner” and increase renewable energy capacity so as to achieve net zero by 2050, though no timeline for doing so was set.

More recently, in January 2024, the Biden Administration announced a temporary pause on any new approvals of liquified natural gas export projects, pending a Department of Energy review of its evaluation process for such authorizations.

their obligations and liabilities (including contingent liabilities) owed to, and assumed from, us, particularly during a depressed or volatile commodity price environment.

A wide variety of individuals or groups may perpetuate cyberattacks, ranging from highly sophisticated criminal organizations and state-sponsored actors to disgruntled employees, and the nature of, and methods used in, cyberattacks are similarly diverse and constantly evolving, with examples including phishing attempts, distributed denial of service attacks or ransomware.

The increase in remote working practices may also increase the risk of cybersecurity incidents, both from deliberate attacks and unintentional events.

Global Pandemics Have Previously and May in the Future Adversely Impact Our Business

Global pandemics and the actions taken by third parties, including, but not limited to, governmental authorities, businesses and consumers, in response to such pandemics, including the COVID-19 pandemic, have previously adversely impacted and may in the future adversely impact the global economy, resulting in significant volatility in the oil and gas industry.

A continued, prolonged or a renewed period of reduced demand for oil and other commodities and other adverse impacts from a pandemic may adversely affect our business, financial condition, cash flows and results of operations.

Furthermore, the IRA imposed a 1% non-deductible U.S. federal excise tax (the “Stock Buyback Tax”) on certain repurchases of stock by publicly traded U.S. corporations, such as Devon, after December 31, 2022.

The Biden Administration has proposed increasing the amount of the Stock Buyback Tax from 1% to 4%; however, it is unclear whether and when such a change in the amount of the Stock Buyback Tax could be enacted and take effect.

For example, we recognized asset impairments of $2.7 billion in 2020 due to the significant decrease in commodity prices resulting primarily from the COVID-19 pandemic.

be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to:

However, certain of the report’s recommendations require further Congressional actions, and we cannot predict to what extent, if any, the Department of the Interior may be able to promulgate rules implementing the remaining recommendations of the November 2021 report.

As of December 31, 2022, less than 20% of our total leasehold resides on federal lands, which is primarily located in the Delaware and Powder River Basins.

While we are still evaluating the full impact of this legislation, and await further guidance and clarifications from the U.S. Treasury, we expect incremental taxes attributable to these new tax provisions.

For example, the EPA released rule proposals during 2021 and 2022 that if adopted would, among other things, (i) broaden methane and volatile organic compounds emission reduction requirements for certain oil and gas facilities, including a zero-emission standard for pneumatic controllers, and (ii) impose standards to eliminate venting of associated gas, and require capture and sale of gas where sale line is available, at new and existing oil wells.

30% from 2020 levels by 2030.

Our Business Has Been Adversely Impacted by the COVID-19 Pandemic, and We May Experience Continuing or Worsening Adverse Effects From This or Other Pandemics

The COVID-19 pandemic and related economic repercussions created significant volatility, uncertainty and turmoil in the oil and gas industry and the broader economy.

The pandemic and the related responses of governmental authorities and others to limit the spread of the virus significantly reduced global economic activity, which resulted in an unprecedented decline in the demand for oil and other commodities during 2020, along with a corresponding deterioration in commodity prices.

Moreover, the COVID-19 pandemic contributed to disruption and volatility in global supply chains that resulted in increased costs and delays for materials, and we and our service providers faced increased potential for business interruption and other operational risks due to changes of business practices and possible constraints in retaining sufficient personnel due to illness, quarantines, government actions or other restrictions in connection with the pandemic.

Although commodity prices subsequently recovered after their decline in 2020, COVID-19, its variants or any other future pandemic could lead to similar protracted periods of depressed commodity prices or result in other significant adverse consequences to our business.

The following discussion and analyses primarily focus on [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our [removed: [2021] [added: [2022] Annual Report on Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-10k_20211231.htm).][added: 10-K](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-20221231.htm).]

In the third quarter of 2022, we acquired additional producing properties and leasehold interests in both the Williston Basin and Eagle Ford that [removed: are] [added: were] complementary to our existing acreage, [removed: offer] [added: offered] operational synergies and [removed: add] [added: added additional] high-quality [removed: inventory.][added: inventory to our portfolio.]

Our [removed: 2022] [added: recent] performance highlights for these priorities include the following [removed: items:][added: items for 2023:]

[removed: As of December 31, 2022,] [added: Through 2023,] completed approximately [removed: 65%] [added: 77%] of our authorized [removed: $2.0] [added: $3.0] billion share repurchase program, with [removed: 25.7] [added: approximately 45] million of our common shares repurchased for [removed: $1.3] [added: approximately $2.3] billion, or [removed: $50.90] [added: $51.05] per share, since inception of the plan.

Exited [removed: 2022] with [removed: $4.5] [added: $3.9] billion of liquidity, including [removed: $1.5] [added: $0.9] billion of cash.

Those objectives prioritize value creation through moderated capital investment and production growth, particularly with a view of the volatility in commodity prices, supply chain constraints and the economic uncertainty arising from [removed: recent] [added: inflation and] geopolitical events.

[removed: However, oil] [added: In 2023, commodity] prices [removed: did begin to decline in the fourth quarter of 2022] [added: weakened primarily] due to economic uncertainty surrounding inflation and increased interest rates as well as certain geopolitical events.

[removed: ][added: ]

[removed: Additionally, volumes] [added: LOE expenses and LOE per BOE] increased [removed: 7% from 2021 to 2022] primarily due to [removed: the continued development of assets in the Delaware Basin and] acquisitions in the [removed: Williston Basin and] Eagle Ford [added: and Williston Basin] that both closed in the third quarter of [removed: 2022.][added: 2022, along with inflation and higher volumes resulting from increased activity in the Delaware Basin and Anadarko Basin.]

[removed: ][added: ]

We exited [removed: 2022] [added: 2023] with [removed: $4.5] [added: $3.9] billion of liquidity, comprised of [removed: $1.5] [added: $0.9] billion of cash and $3.0 billion of available credit under our [added: 2023] Senior Credit Facility.

We currently have [removed: $6.4] [added: $6.2] billion of debt outstanding, of which approximately [removed: $250] [added: $483] million is classified as short-term.

[removed: As] [added: Since the inception] of [removed: December 31, 2022,] [added: our authorized $3.0 billion share repurchase program,] we have repurchased approximately [removed: 25.7] [added: 45] million [added: common] shares for approximately [removed: $1.3] [added: $2.3] billion, or [removed: $50.90] [added: $51.05] per [removed: share, since the inception of the program.][added: share.]

In [removed: 2022,] [added: 2023,] Devon marked its [removed: 51st] [added: 52nd] anniversary in the oil and gas business and its [removed: 34th] [added: 35th] year as a public company.

We remain committed to continuing our track record of industry leading return of capital to our shareholders, underpinned by low capital reinvestment rates and a disciplined, returns-driven strategy which is designed to be successful through [added: economic cycles.]

In line with this strategy, we returned [removed: over $4] [added: $2.8] billion of cash to shareholders through fixed and variable cash dividends and share repurchases in [removed: 2022.][added: 2023.]

Additionally, [removed: commodity] [added: oil] prices could remain volatile as uncertainty still exists from the impact of sanctioned Russian oil in the global market, as well as actions taken by OPEC+ countries in supporting a balanced global crude supply.

Henry Hub natural gas prices [removed: continued to strengthen] [added: fell] in [removed: 2022,] [added: 2023,] averaging [removed: $6.65] [added: $2.74] per Mcf compared to [removed: $3.85] [added: $6.65] per Mcf in [removed: 2021.][added: 2022.]

Our [removed: 2023] [added: 2024] cash flow is partly protected from commodity price volatility due to our current hedge position that covers approximately [removed: 25%] [added: 30%] of our anticipated oil volumes and 20% of our anticipated gas volumes.

[removed: Further insulating] [added: In order to further insulate] our cash flow, we continue to examine and, when appropriate, execute attractive regional basis swap hedges to protect price realizations across our portfolio.

[removed: To achieve our 2023 capital program objectives that maximize free cash flow, approximately 60%] [added: Similar to 2023, the majority] of our [removed: 2023 spend] [added: 2024 capital, or approximately 60%,] is expected to be [removed: allocated to] [added: focused on] our highest [removed: margin U.S.] [added: returning] oil play, the Delaware Basin.

[removed: We expect to continue to leverage the strengths of our multi-basin strategy and deploy the] [added: The] remainder of our [removed: 2023] [added: 2024] capital [removed: in] [added: will continue to be deployed to] our other core areas of Eagle Ford, [removed: Anadarko] [added: Williston] Basin, [added: Anadarko Basin and] Powder River Basin [removed: and] [added: but with a reduced activity level in some of these areas, particularly the] Williston Basin.

The currently elevated level of cost inflation [added: has eroded, and] could [removed: erode] [added: continue to erode,] our cost efficiencies gained over previous years and pressure our margin in [removed: 2023, particularly if commodity prices decline.][added: 2024.]

[removed: Despite this,] [added: Due to our strategy of spending within cash flow,] we expect to continue generating material amounts of free cash flow [removed: at current commodity price levels due to our strategy of spending within cash flow.][added: for 2024.]

Our [removed: 2022] [added: 2023] net earnings were [removed: $6.0] [added: $3.8] billion, compared to net earnings of [removed: $2.8] [added: $6.0] billion for [removed: 2021.][added: 2022.]

The graph below shows the change in net earnings from [removed: 2021] [added: 2022] to [removed: 2022.][added: 2023.]

[removed: ][added: ]

| | | [removed: 2022] [added: 2023] | | | | % of Total | | | | [removed: 2021] [added: 2022] | | | | Change | | |

| Delaware Basin | | | [removed: 210] [added: 211] | | | | [removed: 70] [added: 66] | % | | | [removed: 197] [added: 210] | | | | [removed: 7] [added: 0] | % |

| Anadarko Basin | | | 14 | | | | [removed: 5] [added: 4] | % | | | [removed: 15] [added: 14] | | | | [removed: \-3] [added: 1] | % |

| Williston Basin | | | [removed: 33] [added: 36] | | | | 11 | % | | | [removed: 41] [added: 33] | | | | [removed: \-20] [added: 9] | % |

| Eagle Ford | | | [removed: 24] [added: 42] | | | | [removed: 8] [added: 13] | % | | | [removed: 18] [added: 24] | | | | [removed: 33] [added: 74] | % |

| Powder River Basin | | | 14 | | | | 5 | % | | | [removed: 15] [added: 14] | | | | [removed: \-10] [added: 0] | % |

| Other | | | [removed: 4] [added: 3] | | | | 1 | % | | | 4 | | | | [removed: \-5] [added: \-10] | % |

| Total | | | [removed: 299] [added: 320] | | | | 100 | % | | | [removed: 290] [added: 299] | | | | [removed: 3] [added: 7] | % |

| Delaware Basin | | | [removed: 607] [added: 657] | | | | 62 | % | | | [removed: 535] [added: 607] | | | | [removed: 13] [added: 8] | % |

| Anadarko Basin | | | [removed: 221] [added: 238] | | | | [removed: 23] [added: 22] | % | | | [removed: 217] [added: 221] | | | | [removed: 2] [added: 8] | % |

| Williston Basin | | | [removed: 61] [added: 58] | | | | 6 | % | | | [removed: 58] [added: 61] | | | | [removed: 4] [added: \-4] | % |

| Eagle Ford | | | [removed: 67] [added: 82] | | | | [removed: 7] [added: 8] | % | | | [removed: 58] [added: 67] | | | | [removed: 15] [added: 21] | % |

We are a leading independent oil and natural gas exploration and production company whose operations are focused onshore in the United States.

Our operations are currently focused in five core areas: the Delaware Basin, Eagle Ford, Anadarko Basin, Williston Basin and Powder River Basin.

Our asset base is underpinned by premium acreage in the economic core of the Delaware Basin and our diverse, top-tier resource plays provide a deep inventory of opportunities for years to come.

Moving forward into 2024, we plan to refine our capital allocation by further concentrating investment in the Delaware Basin.

By shifting more capital to the core of this world-class basin and high-grading activity across the rest of our diversified portfolio, we anticipate delivering meaningful improvements to our capital efficiency which will position us to generate growth in free cash flow which can be returned to shareholders.

Oil production totaled 320 MBbls/d, which is a 7% increase year over year.

Retired $242 million of senior notes.

Generated $6.5 billion of operating cash flow.

Including variable dividends, paid dividends of approximately $1.9 billion.

Earnings attributable to Devon were $3.7 billion, or $5.84 per diluted share.

Core earnings (Non-GAAP) were $3.7 billion, or $5.71 per diluted share.

Our cash-return objectives remain focused on opportunistic share repurchases, funding our fixed and variable dividends, repaying debt at upcoming maturities and building cash balances.

Our net earnings and operating cash flow are highly dependent upon oil, gas and NGL prices which can be incredibly volatile due to several varying factors.

Commodity prices strengthened during 2022 as the continued recovery from the COVID-19 pandemic increased demand for oil and gas commodities, while economic sanctions imposed on Russia and restraint from OPEC+ on production

growth both simultaneously impacted the supply of these commodities.

The graphs below show the trends in commodity prices over the past three years and their related impact on our net earnings, operating cash flow and capital investments.

As we dependably generate strong cash flow results as shown above, we will continue to prioritize delivering cash returns to shareholders through share repurchases and our fixed plus variable dividend strategy while maintaining a strong liquidity position.

We also returned value to shareholders by paying dividends of approximately $1.9 billion during 2023.

Additionally, to help mitigate the volatility of commodity prices and protect ourselves from downside risk, we currently have approximately 30% and 20% of our anticipated 2024 oil and gas production hedged, respectively.

We generated nearly $6.5 billion of operating cash flow in 2023 as a result of the strength of our portfolio of assets and our operational execution.

Our portfolio benefited from highly complementary assets that were acquired in 2022.

Our 2023 operating cash flow was materially lower than 2022 as commodity prices declined from 2022 highs and cost inflation increased in 2023.

For 2024, we are targeting approximately 70% of our free cash flow to be returned to shareholders through cash dividends and share repurchases.

In 2023, WTI oil prices averaged $77.62 per Bbl versus $94.39 per Bbl in 2022, reflecting a downward trend as oil prices remained volatile even with continued capital discipline by global oil producers.

The market price for crude oil is currently expected to be lower in 2024 due to concerns of a global economic slowdown driven by high interest rates and high inflation that could weaken economic activity and oil demand.

Growing supply from U.S. oil producers could also weigh down prices in 2024 by dampening the impact of OPEC+ supply cuts.

For 2024, natural gas prices are expected to remain consistent with 2023 prices due to high storage levels from an abundance of supply and milder winter weather, weakening economic conditions in some sectors leading to lower demand, and continued alternative energy diversification.

Our commitment to capital discipline and capital efficiency remains unchanged with our 2024 capital program.

Our 2024 capital is expected to be approximately 10% lower than 2023 due to this activity reduction and due to other identified cost reductions.

Our capital efficiency is expected to improve as lower 2024 capital offsets the impact of lower oil production from reduced 2024 activity.

| | | 2023 | | | | % of Total | | | | 2022 | | | | Change | | |

| | | 2023 | | | | % of Total | | | | 2022 | | | | Change | | |

| | | 2023 | | | | % of Total | | | | 2022 | | | | Change | | |

| | | 2023 | | | | Realization | | 2022 | | | | Change | | |

| | | 2023 | | | | Realization | | 2022 | | | | Change | | |

| WTI index | | $ | 77.62 | | | | | $ | 94.39 | | | | \-18 | % |

| | | 2023 | | | | 2022 | | | | Change | | |

This is partially offset by decreased production taxes due to lower commodity prices.

| | | 2023 | | | | 2022 | | | | Change | | |

DD&A and our oil and gas per BOE rate both increased in 2023 primarily due to acquisitions in the Eagle Ford and Williston Basin which both closed in the third quarter of 2022.

Financial Statements and Supplementary Data” of this report.

Looking across our 2021 and 2022 performance, the Merger has helped us become a leading unconventional oil producer in the U.S., with an asset base underpinned by premium acreage in the economic core of the Delaware Basin.

This strategic combination accelerated our transition to a cash-return business model, including the implementation of a fixed plus variable dividend strategy.

Additionally, our diverse portfolio balances exposure to oil and natural gas prices with access to premium markets to improve realized pricing.

Generated $8.5 billion of operating cash flow in 2022, which is a 74% increase from the prior year.

2022 oil production averaged 299 MBbls/d, which is a 3% increase from the prior year.

Including variable dividends, paid dividends of approximately $3.4 billion in 2022 and have declared $579 million of dividends to be paid in the first quarter of 2023, which is inclusive of an 11% increase to our fixed quarterly dividend to $0.20 per share.

Invested approximately $100 million in emissions reduction capital projects in 2022.

Commodity prices strengthened in 2021 and continued to strengthen throughout the majority of 2022, which has significantly improved our earnings and cash flow generation.

The increase in commodity prices was primarily driven by increased demand resulting from the recovery from the COVID-19 pandemic.

The military conflict between Russia and Ukraine and related economic sanctions imposed on Russia, as well as OPEC+ restraining production growth, further exacerbated supply shortages, causing oil

[Index to Financial Statements](#indextofinancialstatements)

prices to increase even more throughout most of 2022.

| | | |

| --- | --- | --- |

|  | | As presented in the graph at the left, commodity prices are volatile and heavily influence our financial performance and trends. Over the last four years, NYMEX WTI oil and NYMEX Henry Hub gas prices ranged from average highs of $94.39 per Bbl and $6.65 per MMBtu, respectively, to average lows of $39.59 per Bbl and $2.08 per MMBtu, respectively. |

Trends of our annual earnings, operating cash flow, EBITDAX and capital expenditures are shown below.

The annual earnings chart and cash flow chart present amounts pertaining to Devon’s continuing operations.

“Core earnings” and “EBITDAX” are financial measures not prepared in accordance with GAAP.

For a description of these measures, including reconciliations to the comparable GAAP measures, see “Non-GAAP Measures” in this Item 7.

Our earnings in 2020 were negatively impacted by lower commodity prices and deterioration of the macro-economic environment resulting from the unprecedented COVID-19 pandemic.

Earnings improved significantly in 2021 due to commodity prices recovering from the initial COVID-19 pandemic as well as the Merger closing in January 2021.

Earnings continued to improve

during 2022 as commodity prices continued to strengthen and we executed on our strategic priorities as a company.

Led by a 73% and 39% increase in Henry Hub and WTI from 2021 to 2022, respectively, our unhedged combined realized price rose 38%.

Our net earnings in recent years have been significantly impacted by asset impairments and temporary, noncash adjustments to the value of our commodity hedges.

Net earnings in both 2020 and 2021 included a $0.1 billion hedge valuation loss, net of taxes and 2022 included a $0.5 billion hedge valuation gain, net of taxes.

Additionally, net earnings in 2020 included $2.2 billion of asset impairments on our proved and unproved properties, net of taxes, due to reduced demand from the COVID-19 pandemic.

Excluding these amounts, our core earnings have been more stable over recent years but continue to be heavily influenced by commodity prices.

Like earnings, our operating cash flow is sensitive to volatile commodity prices.

We have continued to deliver strong cash flow and EBITDAX results primarily due to improved commodity prices and overall market conditions as well as strong operating performance.

We currently have approximately 25% and 20% of our oil and gas production hedged, respectively, for 2023.

These contracts consist of collars and swaps based off the WTI oil benchmark and the Henry Hub natural gas index.

Additionally, we have entered into regional basis swaps in an effort to protect price realizations across our portfolio.

As commodity prices and our operating performance strengthen and bolster our financial condition, we have authorized opportunistic repurchases of up to $2.0 billion of our common shares with an expiration date of May 4, 2023.

We repurchased approximately 11.7 million shares during 2022 for approximately $718 million, or $61.36 per share.

Additionally, we continue funding our fixed plus variable dividends, which totaled $3.4 billion in 2022.

We recently declared a dividend payable in the first quarter of 2023 for $579 million, which includes an 11% increase to our fixed quarterly dividend to $0.20 per share.

The strength of our portfolio of assets, the success of our 2021 transformational merger with WPX and strong commodity prices led us to generate net earnings of $6 billion in 2022, which was more than double that of 2021.

Our portfolio was further strengthened in 2022 following the completion of two bolt-on acquisitions in the Williston Basin and Eagle Ford that were highly complementary to our existing positions in each basin.

The key terms to our oil and gas derivative financial instruments as of December 31, [removed: 2022] [added: 2023] are presented in [Note 3](#derivatives) in “Item 8.

At December 31, [removed: 2022,] [added: 2023,] a 10% change in the forward curves associated with our commodity derivative instruments would have changed our net positions by approximately [removed: $150] [added: $200] million.

At December 31, [removed: 2022,] [added: 2023,] we had total debt of [removed: $6.4] [added: $6.2] billion.

All of our debt is based on fixed interest rates averaging [removed: 5.8%.][added: 5.7%.]

Foreign Currency Risk

We had no material foreign currency risk at December 31, 2022.

We maintain a corporate information security policy and program (the “Program”) designed to identify, assess and appropriately manage risk from cybersecurity threats to help maintain operational continuity and protect Devon’s networks, systems and other assets, as well as the significant amount of information we use to run our business.

We employ a variety of tools designed to identify, assess and manage cybersecurity threats, including monitoring and detection programs, network security measures, firewall monitoring devices and encryption of critical data.

As part of the Program, we perform cybersecurity risk assessments of certain third-party vendors of the Company, including technology vendor and key operational suppliers and service providers.

These assessments are intended to identify potential risks to Devon associated with our use of third-party vendors and, where appropriate, to recommend and implement mitigating controls or solutions.

In addition, Devon maintains disaster recovery plans related to cybersecurity incidents as part of our broader corporate emergency preparedness program, and our employees receive cybersecurity awareness training as part of both new-hire onboarding and through periodic refresher courses.

We have made efforts to align the Program with the National Institute of Standards and Technology Cybersecurity Framework for risk management, and we conduct an annual assessment to identify areas for potential improvement and benchmark maturity relative to peers and other companies, as well as industry and other relevant standards.

Moreover, we perform regular internal testing of our systems and programs, including disaster recovery exercises and tabletop exercises.

We supplement these internal efforts by periodically engaging third-party organizations to separately review and stress-test the Program.

The Program is administered by our Digital Security team, which is led by our Manager of Digital Security.

The Digital Security team meets at least weekly to discuss any cybersecurity incidents and related response actions, emerging cybersecurity threats facing the Company and preventative measures.

It is important to Devon that members of our Digital Security team have the necessary expertise to oversee the Program and its related technologies, platforms and applications, whether through educational background, experience, technical certifications or other training.

The Manager of Digital Security has over 12 years of cybersecurity experience, a degree in management information systems and multiple certifications relating to security, risk and information systems, including a security leadership certification.

Cybersecurity risk is an area of focus for our Board of Directors, and we include cybersecurity and related risks in our enterprise-wide risk-management framework that annually assesses risks to the Company.

This year-round assessment of risk is guided by our Internal Audit team and involves our Board of Directors, management and certain internal subject matter experts.

The Audit Committee of our Board of Directors has oversight of Devon’s risks from cybersecurity threats and reviews the steps management has taken to monitor and address such risks.

Our management team provides quarterly updates to the Audit Committee on activities and other developments impacting Devon’s cybersecurity.

These updates cover a variety of topics, including, among other things, (i) regular reviews of certain cybersecurity metrics for the Company, (ii) status reviews of our cybersecurity initiatives and the results of benchmarking or other assessments of the Program and (iii) briefings on current events or trends relating to cybersecurity.

Our full Board of Directors also receives regular updates from our management team regarding the Program, as well as reports from the Audit Committee.

[Index to Financial Statements](#indextofinancialstatements)

As of the date of this report, Devon is not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect Devon.

For information on the risks associated with cybersecurity threats, see “Item 1A.

Risks Factors.”

For more information on our legal contingencies, see [Note [removed: 20](#commitments)] [added: 18](#commitments)] in “Item 8.

On June 4, 2021, we received a [removed: separate] notice of violation from the EPA relating to alleged air permit violations by WPX Energy Permian, LLC, a wholly-owned subsidiary of the Company, during 2020 in western Texas.

On February 1, 2023, we received a notice of violation from the EPA relating to alleged air permit violations by WPX Energy Permian, LLC during 2020 in New Mexico.

On June 1, 2023, we received a notice of violation from the EPA relating to alleged air permit violations by Devon Energy Production Company, L.P., a wholly-owned subsidiary of the Company, during 2020 and 2022 in New Mexico.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive [removed: officers] [added: officers] during the relevant recovery period pursuant to §240.10D-1(b).

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $35.9] [added: $30.8] billion, based upon the closing price of [removed: $55.11] [added: $48.34] per share as reported by the New York Stock Exchange on such date.

On February [removed: 1, 2023, 654.0] [added: 14, 2024, 635] million shares of common stock were outstanding.

Portions of Registrant’s definitive Proxy Statement relating to Registrant’s [removed: 2023] [added: 2024] annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.

| [Item 3. Legal Proceedings](#item_3_legal_proceedings) | | [removed: 24] [added: 25] |

| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 24] [added: 25] |

| [PART II](#part_ii) | | [removed: 25] [added: 26] |

| [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5) | | [removed: 25] [added: 26] |

| [Item 6. \[Reserved\]](#item_6_selected_financial_data) | | [removed: 26] [added: 27] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7) | | [removed: 27] [added: 28] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#item_7a) | | [removed: 46] [added: 44] |

| [Item 8. Financial Statements and Supplementary Data](#item_8) | | [removed: 47] [added: 45] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9) | | [removed: 98] [added: 92] |

| [Item 9A. Controls and Procedures](#item_9a_controls_procedure_s) | | [removed: 98] [added: 92] |

| [Item 9B. Other Information](#item_9b_or_information) | | [removed: 98] [added: 92] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | | [removed: 98] [added: 92] |

| [PART III](#part_iii) | | [removed: 99] [added: 93] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#item_10) | | [removed: 99] [added: 93] |

| [Item 11. Executive Compensation](#item_11_executive_compensation) | | [removed: 99] [added: 93] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12) | | [removed: 99] [added: 93] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#item_13) | | [removed: 99] [added: 93] |

| [Item 14. Principal Accountant Fees and Services](#item_14) | | [removed: 99] [added: 93] |

| [PART [removed: IV](#part_iv_1)] [added: IV](#part_iv_1_1)] | | [removed: 100] [added: 94] |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#item_15_exhibits_financial_stmts_sched_1)] [added: Schedules](#item_15_exhibits_financial_stmts_sched_2)] | | [removed: 100] [added: 94] |

| [Item 16. Form 10-K [removed: Summary](#item_16_form10k_summary_1)] [added: Summary](#item_16_form10k_summary_1_1)] | | [removed: 107] [added: 101] |

[removed: "Matterhorn"] [added: “Matterhorn”] refers to Matterhorn Express Pipeline, [added: LLC and as applicable, its direct parent, MXP Parent,] LLC.

[removed: “Senior] [added: “2018 Senior] Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of October 5, 2018.

[added: climate change and] risks related to regulatory, social and market efforts to address climate change;

risks related to [removed: stockholder] [added: shareholder] activism;

*Premier, sustainable portfolio of assets* – As discussed in more detail later in this section, we own a portfolio of assets located in the [removed: United States.][added: Delaware Basin, Eagle Ford, Anadarko Basin, Williston Basin and Powder River Basin.]

Our capital allocation decisions are made with attention to these financial stewardship principles, as well as the priorities of funding our core [added: operations, protecting our investment-grade credit ratings and paying and growing our shareholder dividend.]

While maintaining financial strength is a top priority, we remain committed to maximizing shareholder value which is evidenced by [removed: instituting] [added: making opportunistic share repurchases, growing] our fixed [removed: plus variable] dividend [removed: strategy] and [removed: making opportunistic share repurchases.][added: paying a variable dividend.]

Devon is focused on producing reliable, affordable and accessible energy [added: that] the world needs, while continuing to find ways to produce and deliver it more responsibly.

We [removed: strive to comply] [added: promote a culture of compliance] with [removed: all applicable] environmental laws and [removed: regulations,] [added: regulations and encourage performance that] often [removed: going] [added: goes] above and beyond what is required.

In the process, Devon incorporates technology, tools and [removed: techniques] [added: processes] that enable us to minimize or avoid effects on air, water, land and wildlife.

We are also evaluating and selectively investing in opportunities to [removed: create] [added: generate] value in [removed: the transition] [added: a world that is transitioning] to ever-cleaner forms of energy.

We have a strong organization in place to manage environmental performance, [removed: from] [added: encompassing] our Board of [removed: Directors to] [added: Directors,] our EHS/ESG [added: and Sustainability] leadership [removed: team] [added: teams,] and [added: our] field-level EHS and operations teams.

[removed: In recent years, we have updated our] [added: Our] governance [removed: practices to elevate] [added: philosophy in this space elevates] EHS and ESG oversight and discussion, including [removed: those] [added: matters] related to climate change and energy transition opportunities.

| [Item 1C. Cybersecurity](#item1c_cybersecurity) | | 24 |

| [Signatures](#signatures_1_1) | | 102 |

“2023 Senior Credit Facility” means Devon’s syndicated unsecured revolving line of credit, effective as of March 24, 2023.

“AFSI” means adjusted financial statement income.

“ASU” means Accounting Standards Update.

“CAMT” means corporate alternative minimum tax.

“FASB” means Financial Accounting Standards Board.

“Water JV” means NDB Midstream L.L.C.

cybersecurity risks;

risks relating to global pandemics;

We value our people and invest in their success.

Devon focuses on providing personally and professionally fulfilling careers, meaningful benefits and compensation, and a sense of belonging and inclusion.

Our workforce is central to and drives our long-term success.

Devon’s Executive Committee and Compensation Committee of the Board routinely engage in discussions regarding a wide range of human capital strategies, outcomes and activities.

We work continuously to prevent disruptions and provide training and drills so our employees are prepared and ready to respond to a wide variety of issues.

In 2022, Devon suspended collection of all employee health care premiums, and has elected to maintain this practice.

We believe these benefits help contribute to strong productivity, low absenteeism and high retention rates.

Devon works with school districts to ensure all students have access to the same state-of-the-art STEM tools and resources in each STEM Center.

On an annual basis, Devon employees, as well as our

Over the past several years, we have built an industry-leading position in this basin.

At December 31, 2023, we had one operated rig developing this asset.

| 2023 | | | | | | | | | | | | | | | | |

| Total | | | 117 | | | | 385 | | | | 59 | | | | 240 | |

| 2023 | | | | | | | | | | | | | | | | |

| Delaware Basin | | $ | 76.24 | | | $ | 1.70 | | | $ | 20.54 | | | $ | 7.67 | |

| Anadarko Basin | | $ | 75.48 | | | $ | 2.34 | | | $ | 22.82 | | | $ | 9.30 | |

| Total | | $ | 75.98 | | | $ | 1.83 | | | $ | 20.48 | | | $ | 8.87 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2023 (2) | | | 293.0 | | | | 0.7 | | | | 42.2 | | | | — | | | | 335.2 | | | | 0.7 | | | | 335.9 | |

| Total | | | 11,416 | | | | 4,207 | | | | 3,737 | | | | 1,604 | | | | 15,153 | | | | 5,811 | |

| Total | | | 1,237 | | | | 743 | | | | 3,103 | | | | 1,285 | | | | 4,340 | | | | 2,028 | |

This rule could be finalized in 2024.

In addition, in December 2023, the EPA finalized more stringent methane rules for new, modified and reconstructed facilities and, for the first time ever, established standards for existing sources.

| [Signatures](#signatures_1) | | 108 |

“BKV” means Banpu Kalnin Ventures.

risks relating to the COVID-19 pandemic or other future pandemics;

cyberattack risks;

This merger enhanced the scale of our operations, built a leading position in the Delaware Basin and accelerated our cash-return business model that prioritizes free cash flow generation and the return of capital to shareholders.

In accordance with the Merger Agreement, WPX shareholders received a fixed exchange of 0.5165 shares of Devon common stock for each share of WPX common stock owned.

The combined company continues to operate under the name Devon.

As a result of our recent Merger and acquisition and divestiture activity, our oil production, price realizations and field-level margins have continued to improve as we continue to sharpen our focus on five U.S. oil and liquids plays located in the Delaware Basin, Anadarko Basin, Williston Basin, Eagle Ford and Powder River Basin.

operations, protecting our investment-grade credit ratings, and paying and growing our shareholder dividend.

Devon is also actively engaged with our stakeholders upstream and downstream of our operations to improve ESG performance across our value chain.

To develop our workforce, we focus on training, safety, wellness, inclusion, diversity and equity.

In response to the increase in global inflation affecting employees throughout 2022, Devon suspended collection of employee health care premiums through the end of 2023.

The DEI grant program plans to expand in 2023 to provide DEI grants across all operating areas of the Company.

related policies.

We acquired additional acreage in the Delaware Basin through the Merger, creating an industry leading position in this basin.

Our Anadarko Basin position is one of the largest in the industry, providing visible long-term production.

*Williston Basin* – We acquired our position in the Williston Basin through the Merger in 2021.

In July 2022, we acquired additional producing properties and leasehold interests in the Williston Basin that are complementary to our existing acreage, offer operational synergies and added high-quality inventory to our asset portfolio.

In September 2022, we acquired additional producing properties and leasehold interests in the Eagle Ford that are complementary to our existing acreage, offer operational synergies and added high-quality inventory to our asset portfolio.

At December 31, 2022, we had one operated rig targeting the Turner, Parkman, Teapot and Niobrara formations in northern Converse County.

| 2020 | | | | | | | | | | | | | | | | |

| Total | | | 57 | | | | 221 | | | | 29 | | | | 122 | |

| Delaware Basin | | $ | 37.25 | | | $ | 1.08 | | | $ | 10.64 | | | $ | 5.76 | |

| Anadarko Basin | | $ | 35.80 | | | $ | 1.66 | | | $ | 12.11 | | | $ | 9.61 | |

| Total | | $ | 35.95 | | | $ | 1.48 | | | $ | 11.72 | | | $ | 7.66 | |

We did not have any dry development or exploratory wells drilled for the years 2022, 2021 or 2020.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2020 | | | 106.5 | | | | 26.6 | | | | 133.2 | |

| Total | | | 10,638 | | | | 4,039 | | | | 3,664 | | | | 1,628 | | | | 14,302 | | | | 5,667 | |

| Total | | | 1,234 | | | | 730 | | | | 3,086 | | | | 1,282 | | | | 4,320 | | | | 2,012 | |

On February [removed: 1, 2023,] [added: 14, 2024,] there were [removed: 11,875] [added: 11,446] holders of record of our common stock.

Under this strategy, Devon plans to pay, on a quarterly basis, a fixed [removed: dividend amount and, potentially, a variable dividend amount, if any, to its stockholders.][added: dividend.]

In determining the amount of the quarterly fixed dividend, the Board expects to consider a number of factors, including Devon’s financial condition, the commodity price environment and a general target of paying out [removed: approximately 10%] [added: up to 15%] of operating cash flow through the fixed dividend.

[removed: Any variable dividend amount will be determined on a quarterly basis and will equal up to 50% of “excess] [added: Each quarter's] free cash [removed: flow,”] [added: flow,] which is a non-GAAP [removed: measure and] [added: measure,] is computed as operating cash flow (a GAAP measure) before balance sheet [removed: changes,] [added: changes] less capital [removed: expenditures and the fixed dividend.][added: expenditures.]

A number of factors will be considered when determining if a variable dividend payment [added: and share repurchases] will be made.

Additional information on our dividends can be found in [Note [removed: 18](#stockholdersequity)] [added: 17](#stockholdersequity)] in “Item 8.

The following graph compares the cumulative TSR over a five-year period on Devon’s common stock with the cumulative total returns of the S&P 500 [removed: Index,] [added: Index and] the SPDR Oil and Gas Exploration & Production ETF [removed: ("XOP] [added: (“XOP] U.S. [removed: Equity") and a peer group of companies to which we compare our performance.][added: Equity”).]

The graph was prepared assuming $100 was invested on December 31, [removed: 2017] [added: 2018] in Devon’s common stock, the S&P 500 [removed: Index,] [added: Index and] the XOP U.S. Equity Index and [removed: the 2021 peer group, and] dividends have been reinvested subsequent to the initial investment.

[removed: ][added: ]

The following table provides information regarding purchases of our common stock that were made by us during the fourth quarter of [removed: 2022] [added: 2023] (shares in thousands).

[removed: On February 15,] [added: In] 2022, we announced the [removed: expansion] [added: expansions] of this program [removed: to $1.6 billion, and in May 2022, authorized a further expansion] [added: ultimately] to $2.0 billion and extended the expiration date to May 4, 2023.

In the fourth quarter of [removed: 2022,] [added: 2023,] we repurchased [removed: 0.8] [added: 5.5] million common shares for [removed: $58] [added: $247] million, or [removed: $71.69] [added: $45.17] per share, under this share repurchase program.

For additional information, see [Note [removed: 18](#stockholdersequity)] [added: 17](#stockholdersequity)] in “Item 8.

Devon currently has a strategy to return approximately 70% of our free cash flow to shareholders through a fixed dividend, variable dividend and share repurchases.

Additionally, Devon could potentially return cash to shareholders through a variable dividend amount and share repurchases.

| October 1 - October 31 | | | 2 | | | $ | 46.49 | | | | — | | | $ | 948 | |

| November 1 - November 30 | | | 2,918 | | | $ | 45.27 | | | | 2,917 | | | $ | 816 | |

| December 1 - December 31 | | | 2,549 | | | $ | 45.05 | | | | 2,548 | | | $ | 701 | |

| Total | | | 5,469 | | | $ | 45.17 | | | | 5,465 | | | | | |

In 2023, we announced a further expansion to $3.0 billion and extended the expiration date to December 31, 2024.

Following the closing of the Merger, Devon initiated a “fixed plus variable” dividend strategy.

Beginning in 2022, we replaced the peer groups with the XOP U.S. Equity Index due to recent industry consolidation causing consistent year over year changes.

In 2021, the peer group included APA Corporation, ConocoPhillips, Coterra Energy Inc., Diamondback Energy, Inc., EOG Resources, Inc., Marathon Oil Corporation, Ovintiv, Inc. and Pioneer Natural Resources Company.

Continental Resources, Inc. was previously included in the 2021 peer group, but has been excluded as a result of going private in 2022.

| October 1 - October 31 | | | 370 | | | $ | 72.48 | | | | 368 | | | $ | 723 | |

| November 1 - November 30 | | | 373 | | | $ | 71.46 | | | | 372 | | | $ | 696 | |

| December 1 - December 31 | | | 62 | | | $ | 68.27 | | | | 62 | | | $ | 692 | |

| Total | | | 805 | | | $ | 71.68 | | | | 802 | | | | | |

| [Report of Independent Registered Public Accounting Firm](#report_of_independent_registered_public) | | [removed: 48] [added: 46] |

| [Consolidated Statements of Comprehensive Earnings](#comprehensive_statements) | | [removed: 50] [added: 48] |

| [Consolidated Statements of Cash [removed: Flows](#consolidated_statements_cash_flows)] [added: Flows](#cash_flow)] | | [removed: 51] [added: 50] |

| [Consolidated Balance [removed: Sheets](#consolidated_balance_sheets)] [added: Sheets](#balance_sheet)] | | [removed: 52] [added: 49] |

| [Consolidated Statements of Equity](#consolidated_statements_of_stockholders) | | [removed: 53] [added: 51] |

| [Notes to Consolidated Financial Statements](#note) | | [removed: 54] [added: 52] |

| [Note 1 – Summary of Significant Accounting Policies](#summaryofsignificantaccountingpolicies) | | [removed: 54] [added: 52] |

| [Note 2 – Acquisitions and Divestitures](#acquisitions_divestitures) | | [removed: 64] [added: 63] |

| [Note 3 – Derivative Financial Instruments](#derivatives) | | [removed: 67] [added: 64] |

| [Note 4 – Share-Based Compensation](#sharebasedcomp) | | [removed: 68] [added: 65] |

| [Note [removed: 6] [added: 5] – Restructuring and Transaction Costs](#restructuring) | | [removed: 71] [added: 67] |

| [Note [removed: 7] [added: 6] – Other, Net](#other_expenses) | | [removed: 72] [added: 68] |

| [Note [removed: 8] [added: 7] – Income Taxes](#income_taxes) | | [removed: 72] [added: 68] |

| [Note [removed: 9] [added: 8] – Net Earnings [removed: (Loss)] Per [removed: Share From Continuing Operations](#eps)] [added: Share](#eps)] | | [removed: 76] [added: 71] |

| [Note [removed: 10] [added: 9] – Other Comprehensive [removed: Earnings](#n10_or_comprehensive_earnings)] [added: Earnings (Loss)](#n10_or_comprehensive_earnings)] | | [removed: 76] [added: 72] |

| [Note [removed: 11] [added: 10] – Supplemental Information to Statements of Cash Flows](#supplementalcashflow) | | [removed: 77] [added: 72] |

| [Note [removed: 12] [added: 11] – Accounts Receivable](#accountsreceivable) | | [removed: 77] [added: 73] |

| [Note [removed: 13] [added: 12] – Property, Plant and Equipment](#propertyplantandequipment) | | [removed: 78] [added: 73] |

| [Note [removed: 14] [added: 13] – Debt and Related Expenses](#debt) | | [removed: 79] [added: 74] |

| [Note [removed: 15] [added: 14] – Leases](#leases) | | [removed: 81] [added: 76] |

| [Note [removed: 16] [added: 15] – Asset Retirement Obligations](#aro) | | [removed: 83] [added: 78] |

| [Note [removed: 17] [added: 16] – Retirement Plans](#retirementplans) | | [removed: 83] [added: 78] |

| [Note [removed: 18] [added: 17] – Stockholders’ Equity](#stockholdersequity) | | [removed: 87] [added: 82] |

| [Note [removed: 20] [added: 18] – Commitments and Contingencies](#commitments) | | [removed: 89] [added: 83] |

| [Note [removed: 21] [added: 19] – Fair Value Measurements](#fairvalue) | | [removed: 91] [added: 86] |

| [Note [removed: 22] [added: 20] – Supplemental Information on Oil and Gas Operations (Unaudited)](#supplementaloilandgas) | | [removed: 92] [added: 87] |

We have audited the accompanying consolidated balance sheets of Devon Energy Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of comprehensive earnings, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial [removed: Reporting contained in "Item 9A.][added: Reporting.]

As discussed in Notes 1 and [removed: 13] [added: 12] to the consolidated financial statements, the Company calculates depletion for its proved oil and gas properties subject to amortization using a units-of-production method.

The company recorded depletion expense of [removed: $2.1] [added: $2.5] billion for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: February 15, 2023][added: *2023*]

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | |

| Oil, gas and NGL sales | | $ | [removed: 14,082] [added: 10,791] | | | $ | [removed: 9,531] [added: 14,082] | | | $ | [removed: 2,695] [added: 9,531] | |

| Oil, gas and NGL derivatives | | | [removed: (658] [added: 118] | [removed: )] | | | [removed: (1,544] [added: (658] | ) | | | [removed: 155] [added: (1,544] | [added: )] |

| Marketing and midstream revenues | | | [removed: 5,745] [added: 4,349] | | | | [removed: 4,219] [added: 5,745] | | | | [removed: 1,978] [added: 4,219] | |

| Total revenues | | | [removed: 19,169] [added: 15,258] | | | | [removed: 12,206] [added: 19,169] | | | | [removed: 4,828] [added: 12,206] | |

| Production expenses | | | [removed: 2,797] [added: 2,928] | | | | [removed: 2,131] [added: 2,797] | | | | [removed: 1,123] [added: 2,131] | |

February 28, 2024

| Treasury stock, at cost, 0.3 million shares in 2023 | | | (13 | ) | | | — | |

CONSOLIDATED STATEMENTS OF CASH FLOWS

| Depreciation, depletion and amortization | | | 2,554 | | | | 2,223 | | | | 2,158 | |

| Net earnings | | | — | | | | — | | | | — | | | | 3,747 | | | | — | | | | — | | | | 35 | | | | 3,782 | |

| Balance as of December 31, 2023 | | | 636 | | | $ | 64 | | | $ | 5,939 | | | $ | 6,195 | | | $ | (124 | ) | | $ | (13 | ) | | $ | 156 | | | $ | 12,217 | |

Devon's share of the

In the second quarter of 2023, Devon made an investment in the Water JV, a joint venture entity formed with an affiliate of WaterBridge NDB LLC (“WaterBridge”), for the purpose of providing increased capacity and flexibility in disposing of produced water in the Delaware Basin and Eagle Ford.

Under terms of the arrangement, Devon contributed water infrastructure assets and committed to a water gathering and disposal dedication to the Water JV through 2038, in exchange for a 30% voting interest in the joint venture legal entity.

At closing of the Water JV, Devon recognized a $64 million gain in asset dispositions in the consolidated statements of comprehensive earnings, which represented the excess of the estimated fair value of Devon's interest in the Water JV over the carrying value of the water infrastructure assets Devon contributed to the Water JV.

Devon accounts for the investment in the Water JV as an equity method investment.

Devon's investment in the Water JV is shown within investments on the consolidated balance sheets and Devon's share of the Water JV earnings are reflected as a component of other, net in the accompanying consolidated statements of comprehensive earnings.

| Water JV | | 30% | | | 216 | | | | — | |

As of December 31, 2023, Devon's $216 million investment in the Water JV exceeded the underlying equity in net assets by approximately $27 million.

The basis difference results primarily from acreage dedicated to the Water JV's water systems and services and is amortized over the remaining 14-year term of those water system services.

In February 2024, Devon committed to invest approximately $90 million in a geothermal technology company and expects to fund the commitment throughout 2024.

| Marketing and midstream revenues | | | 4,349 | | | | 5,745 | | | | 4,219 | |

For the year ended December 31, 2023, sales to two customers accounted for approximately 14% and 10% of Devon's sales revenue.

Devon applies the two-class method to stock awards deemed to be participating securities.

The two-class method requires allocating net earnings to both common shares and participating securities based on their respective rights to receive dividends.

Devon also considers cash balances subject to legal and contractual restrictions as restricted cash.

As of December 31, 2023, the cash balances associated with these obligations are no longer considered restricted cash.

Inventory

Devon’s inventories primarily consist of oil and NGL inventory and equipment inventory.

Oil and NGL inventory are recorded at weighted average cost and carried at the lower of cost or net realizable value.

Equipment inventory is valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

ASU 2023-09 intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid.

This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued.

Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures.

Under this ASU, the scope and frequency of segment disclosures is increased to provide investors with additional detail about information utilized by an entity’s “Chief Operating Decision Maker.” This ASU is effective for Devon beginning with our 2024 annual reporting and interim periods beginning in 2025.

Devon is evaluating the impact this ASU will have on the disclosures that accompany its consolidated financial statements.

Devon also received $4 million in contingent earnout payments in the first quarter of 2023 and 2022 related to the sale of non-core assets in the Rockies.

| | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Q1-Q4 2024 | | | 27,486 | | | $ | 77.74 | | | | 60,238 | | | $ | 65.71 | | | $ | 84.89 | | |

| Q1-Q4 2024 | | NYMEX Roll | | | 26,000 | | | $ | 0.82 | |

| Q1-Q4 2025 | | Midland Sweet | | | 53,000 | | | $ | 0.97 | |

| [Note 5 – Asset Impairments](#assetimpairments) | | 70 |

| [Note 19 – Discontinued Operations](#discops) | | 88 |

[Index to Financial Statements](#indextofinancialstatements)

Controls and Procedures".

DEVON ENERGY CORPORATION AND SUBSIDIARIES

| | | | | | | | | | | | | |

| Asset impairments | | | — | | | | — | | | | 2,693 | |

| Net loss from discontinued operations, net of income taxes | | | — | | | | — | | | | (128 | ) |

| Basic loss from discontinued operations per share | | | — | | | | — | | | | (0.34 | ) |

| Diluted earnings (loss) from continuing operations per share | | $ | 9.12 | | | $ | 4.19 | | | $ | (6.78 | ) |

| Diluted loss from discontinued operations per share | | | — | | | | — | | | | (0.34 | ) |

| Diluted net earnings (loss) per share | | $ | 9.12 | | | $ | 4.19 | | | $ | (7.12 | ) |

CONSOLIDATED STATEMENTS OF CASH FLOWS

| Net loss from discontinued operations, net of income taxes | | | — | | | | — | | | | 128 | |

| Cash flows from discontinued operations: | | | | | | | | | | | | |

| Operating activities | | | — | | | | — | | | | (110 | ) |

| Investing activities | | | — | | | | — | | | | 481 | |

| Financing activities | | | — | | | | — | | | | — | |

| Effect of exchange rate changes on cash | | | — | | | | — | | | | (9 | ) |

| Net change in cash, cash equivalents and restricted cash of discontinued operations | | | — | | | | — | | | | 362 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash, cash equivalents and restricted cash | | $ | 1,454 | | | $ | 2,271 | |

| Balance as of December 31, 2019 | | | 382 | | | $ | 38 | | | $ | 2,735 | | | $ | 3,148 | | | $ | (119 | ) | | $ | — | | | $ | 118 | | | $ | 5,920 | |

| Net earnings (loss) | | | — | | | | — | | | | — | | | | (2,680 | ) | | | — | | | | — | | | | 9 | | | | (2,671 | ) |

Devon and WPX completed an all-stock merger of equals on January 7, 2021.

On the closing date of the Merger, each share of WPX common stock was automatically converted into the right to receive 0.5165 of a share of Devon common stock.

The transaction has been accounted for using the acquisition method of accounting, with Devon being treated as the accounting acquirer.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The agreements do not include any minimum volume commitments.

Actual amounts

purchase accounting estimates used for assets acquired and liabilities assumed;

In this scenario, revenue is recognized when

resources needed to access alternative customers or markets and avoid or materially mitigate associated sales disruptions.

See [Note 8](#income_taxes) for further discussion.

Basic earnings per share includes the effect of participating securities, which primarily consist of Devon’s outstanding restricted stock awards.

Diluted earnings per share is calculated

These obligations primarily relate to abandoned Canadian firm transportation agreements.

This cash is not legally restricted and can be used by Devon for other general corporate purposes.

Devon’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, [removed: 2022] [added: 2023] to ensure that the information required to be disclosed by Devon in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Based on this evaluation under the 2013 COSO Framework, which was completed on February [removed: 15, 2023,] [added: 28, 2024,] management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by KPMG LLP, an independent registered public accounting firm who audited our consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] as stated in their report, which is included under “Item 8.

There was no change in our internal control over financial reporting during the fourth quarter of [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The information called for by this Item 10 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information called for by this Item 11 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information called for by this Item 12 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information called for by this Item 13 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information called for by this Item 14 is incorporated herein by reference to the definitive Proxy Statement to be filed by Devon pursuant to Regulation 14A of the General Rules and applicable information in Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, [removed: 2022.][added: 2023.]

| 3.1 | | Registrant’s Restated Certificate of Incorporation ([incorporated by reference to Exhibit 3.1 [removed: of] [added: to] Registrant’s Form [removed: 10-K] [added: 8-K] filed [removed: February 21, 2013;] [added: June 12, 2023;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312513068817/d477194dex31.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex31.htm)).] |

| 3.2 | | Registrant’s Bylaws ([incorporated by reference to Exhibit [removed: 3.1 of] [added: 3.2 to] Registrant’s Form [removed: 10-Q] [added: 8-K] filed [removed: November 2, 2022;] [added: June 12, 2023;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017022021074/dvn-ex3_1.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523165308/d518538dex32.htm)).] |

| 4.6 | | Supplemental Indenture No. 6, dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the [removed: 8.250% Senior Notes due 2023 and the] 5.250% Senior Notes due 2024 ([incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K filed June 9, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex42.htm)). |

| 4.15 | | Second Supplemental Indenture, dated as of May 9, 2001, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., its Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 [added: ([incorporated by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. 033-06444](https://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)).] |

| 4.19 | | [removed: Second] [added: Fourth] Supplemental Indenture, dated as of [removed: July 22, 2015,] [added: September 24, 2019,] between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, [removed: N.A.,] [added: N.A.] as Trustee, relating to the [removed: 8.25%] [added: 5.250%] Senior Notes due [removed: 2023] [added: 2027] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, [removed: Inc.’s] [added: Inc.'s] Form 8-K filed [removed: July 22, 2015;] [added: on September 24, 2019;] File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312515260038/d75304dex41.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)).] |

| 4.20 | | [removed: Fourth] [added: Fifth] Supplemental Indenture, dated as of [removed: September 24, 2019,] [added: January 10, 2020,] between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the [removed: 5.250%] [added: 4.500%] Senior Notes due [removed: 2027] [added: 2030] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, [removed: Inc.'s] [added: Inc.’s] Form 8-K filed [removed: on September 24, 2019;] [added: January 10, 2020;] File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000141057819001413/tv529864_ex4-1.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] |

| 4.21 | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: January 10,] [added: June 17,] 2020, between WPX Energy, Inc. and [removed: The] [added: the] Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the [removed: 4.500%] [added: 5.875%] Senior Notes due [removed: 2030] [added: 2028] ([incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.’s Form 8-K filed [removed: January 10,] [added: June 17,] 2020; File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920003062/tm201152d5_ex4-1.htm)).] [added: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] |

| 4.22 | | [removed: Sixth] Supplemental [removed: Indenture,] [added: Indenture No. 7,] dated as of June [removed: 17, 2020,] [added: 9, 2021,] between WPX Energy, Inc. and [removed: the] [added: The] Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as Trustee, relating to the [added: 8.250% Senior Notes due 2023, the 5.250% Senior Notes due 2024, the 5.250% Senior Notes due 2027, the] 5.875% Senior Notes due 2028 [added: and the 4.500% Senior Notes due 2030] ([incorporated [removed: herein] by reference to Exhibit [removed: 4.1] [added: 4.5] to [removed: WPX Energy, Inc.’s] [added: Registrant’s] Form 8-K filed June [removed: 17, 2020;] [added: 9, 2021;] File No. [removed: 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465920074179/tm2021306d6_ex4-1.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)).] |

| [removed: 4.24] [added: 4.23] | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex4_24.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex4_23.htm)] |

| 10.1 | | [added: Amended and Restated] Credit Agreement, dated as of [removed: October 5, 2018,] [added: March 24, 2023,] among Registrant, as [removed: U.S.] Borrower, [removed: Devon Canada Corporation, as Canadian Borrower,] Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each Lender and L/C Issuer from time to time party thereto ([incorporated by reference to Exhibit 10.1 [removed: of] [added: to] Registrant’s Form 8-K filed [removed: October 9, 2018;] [added: March 28, 2023;] File No. [removed: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312518296030/d616755dex101.htm)).] [added: 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312523082221/d480970dex101.htm)).] |

| [removed: 10.3] [added: 10.2] | | [removed: [Devon] [added: Devon] Energy Corporation 2022 Long-Term Incentive Plan (amended and restated effective as of November 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_3.htm)] [added: 2022) ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-K filed February 15, 2023; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_3.htm)).] |

| [removed: 10.4] [added: 10.3] | | Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 99.1 to Registrant’s Form S-8 filed June 7, 2017; File No. 333-218561](https://www.sec.gov/Archives/edgar/data/1090012/000119312517197005/d260413dex991.htm)). |

| [removed: 10.5] [added: 10.4] | | 2021 Amendment (effective as of January 7, 2021) to the Devon Energy Corporation 2017 Long-Term Incentive Plan ([incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex107_609.htm)). |

| [removed: 10.6] [added: 10.5] | | WPX Energy, Inc. 2013 Incentive Plan, and amendments No. 1 and No. 2 thereto ([incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed on February 19, 2018; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465918011709/a18-5528_2ex10d1.htm)). |

| [removed: 10.7] [added: 10.6] | | Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan ([incorporated by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A filed March 29, 2018; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000104746918002302/a2234867zdef14a.htm)). |

| [removed: 10.8] [added: 10.7] | | Amendment No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, 2021 ([incorporated by reference to Exhibit 10.7 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex107_479.htm)). |

| [removed: 10.9] [added: 10.8] | | Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, 2021) ([incorporated by reference to Exhibit 10.9 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex109_480.htm)). |

| [removed: 10.16] [added: 10.17] | | Devon Energy Corporation Supplemental Contribution Plan (amended and restated effective as of January 1, 2021) ([incorporated by reference to Exhibit 10.16 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1016_476.htm)). |

| [removed: 10.17] [added: 10.19] | | Devon Energy Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 2012) ([incorporated by reference to Exhibit 10.18 to Registrant’s Form 10-K filed February 24, 2012; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1018.htm)). |

| [removed: 10.18] [added: 10.20] | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.25 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1025_1991.htm)). |

| [removed: 10.19] [added: 10.21] | | Amendment 2019-1, executed June 19, 2019, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-Q filed August 7, 2019; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019029786/dvn-ex103_659.htm)). |

| [removed: 10.20] [added: 10.22] | | Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Executive Retirement Plan ([incorporated by reference to Exhibit 10.35 to Registrant’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1035_513.htm)). |

| [removed: 10.21] [added: 10.23] | | Devon Energy Corporation Supplemental Retirement Income Plan (amended and restated effective January 1, 2012) ([incorporated by reference to Exhibit 10.19 to Registrant’s Form 10-K filed February 24, 2012; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312512077085/d298761dex1019.htm)). |

| [removed: 10.22] [added: 10.24] | | Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.9 to Registrant’s Form 10-Q filed May 9, 2014; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312514192498/d718246dex109.htm)). |

| [removed: 10.23] [added: 10.25] | | Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K filed February 15, 2017; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459017001607/dvn-ex1028_1992.htm)). |

| [removed: 10.24] [added: 10.26] | | Amendment 2019-1, effective September 10, 2019, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-Q filed November 6, 2019; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459019040774/dvn-ex102_398.htm)). |

| [removed: 10.25] [added: 10.27] | | Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Retirement Income Plan ([incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed February 17, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021006239/dvn-ex1040_514.htm)). |

| [removed: 10.26] [added: 10.28] | | Devon Energy Corporation Incentive Savings Plan (amended and restated effective as of January 1, 2022) ([incorporated by reference to Exhibit 10.26 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1026_477.htm)). |

| [removed: 10.27] [added: 10.29] | | [removed: [Amendment] [added: Amendment] 2022-1, effective July 21, 2022, to the Devon Energy Corporation Incentive Savings [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_27.htm)] [added: Plan ([incorporated by reference to Exhibit 10.27 to Registrant’s Form 10-K filed February 15, 2023; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_27.htm)).] |

| [removed: 10.28] [added: 10.30] | | [removed: [Amendment] [added: Amendment] 2022-2, effective September 28, 2022, to the Devon Energy Corporation Incentive Savings [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_28.htm)] [added: Plan ([incorporated by reference to Exhibit 10.28 to Registrant’s Form 10-K filed February 15, 2023; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017023002852/dvn-ex10_28.htm)).] |

| [removed: 10.29] [added: 10.31] | | Employment Agreement, dated effective April 19, 2017, by and between Registrant and Jeffrey L. Ritenour ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K, filed on April 20, 2017; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312517130689/d372080dex101.htm)). |

| [removed: 10.30] [added: 10.32] | | Employment Agreement, dated effective September 13, 2019, by and between Registrant and David G. Harris ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed September 16, 2019; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312519245839/d802312dex101.htm)). |

| [removed: 10.31] [added: 10.33] | | Employment Agreement, dated January 7, 2021, by and between Registrant and Richard E. Muncrief ([incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex103.htm)). |

| [removed: 10.32] [added: 10.34] | | Employment Agreement, dated January 7, 2021, by and between Registrant and Clay M. Gaspar ([incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex104.htm)). |

| [removed: 10.33] [added: 10.35] | | Employment Agreement, dated January 7, 2021, by and between Registrant and Dennis C. Cameron ([incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K filed January 7, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521004318/d106721dex105.htm)). |

| [removed: 10.34] [added: 10.36] | | Employment Agreement, dated March 2, 2022, by and between Devon Energy Corporation and Tana K. Cashion ([incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed March 7, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312522067950/d268018dex101.htm)). |

| [removed: 10.35] [added: 10.37] | | WPX Energy Nonqualified Deferred Compensation Plan, effective January 1, 2013 ([incorporated herein by reference to Exhibit 10.16 to WPX Energy, Inc.’s Form 10-K filed February 28, 2013; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312513084857/d448908dex1016.htm)). |

| [removed: 10.36] [added: 10.38] | | First Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed January 4, 2021 ([incorporated by reference to Exhibit 10.37 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1037_475.htm)). |

| [removed: 10.37] [added: 10.39] | | Second Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed December 15, 2021 ([incorporated by reference to Exhibit 10.38 of Registrant’s Form 10-K filed February 16, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459022005321/dvn-ex1038_474.htm)). |

| [removed: 10.38] [added: 10.40] | | WPX Energy Board of Directors Nonqualified Deferred Compensation Plan, effective January 1, 2013 ([incorporated herein by reference to Exhibit 10.17 to WPX Energy, Inc.’s Form 10-K filed February 28, 2013; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000119312513084857/d448908dex1017.htm)). |

| 10.9 | | [Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_9.htm) |

| 10.16 | | [Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Defined Contribution Restoration Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_16.htm) |

| 10.18 | | [Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Supplemental Contribution Plan.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex10_18.htm) |

| 10.48 | | 2021 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for restricted |

| | | stock awarded ([incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-Q filed May 5, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459021023786/dvn-ex101_308.htm)). |

| 97 | | [Devon Energy Corporation Clawback Policy, adopted on November 29, 2023.](https://www.sec.gov/Archives/edgar/data/1090012/000095017024021781/dvn-ex97.htm) |

| | | |

| | | ([incorporated by reference to Exhibit 99.4 to Ocean Energy, Inc.’s Form 8-K filed May 14, 2001; File No. 033-06444](https://www.sec.gov/Archives/edgar/data/320321/000095012901500636/h87040ex99-4.txt)). |

| 4.23 | | Supplemental Indenture No. 7, dated as of June 9, 2021, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 8.250% Senior Notes due 2023, the 5.250% Senior Notes due 2024, the 5.250% Senior Notes due 2027, the 5.875% Senior Notes due 2028 and the 4.500% Senior Notes due 2030 ([incorporated by reference to Exhibit 4.5 to Registrant’s Form 8-K filed June 9, 2021; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000119312521186766/d177231dex45.htm)). |

| 10.2 | | First Amendment to Credit Agreement and Extension Agreement, dated as of December 13, 2019, by and among Registrant, as U.S. Borrower, Devon Canada Corporation, as Canadian Borrower, Bank of America, N.A., individually and as Administrative Agent, and the Lenders party thereto ([incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-K filed February 19, 2020; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000156459020005182/EX10_2.htm)). |

| 10.53 | | 2022 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2022 Long-Term Incentive Plan between the Company and all non-management directors for restricted stock awarded ([incorporated by reference to Exhibit 10.2 of Registrant’s Form 10-Q filed August 2, 2022; File No. 001-32318](https://www.sec.gov/Archives/edgar/data/1090012/000095017022013790/dvn-ex10_2.htm)). |

| 10.57 | | Form of Omnibus Amendment to Performance-Based Restricted Stock Unit Agreements between WPX Energy, Inc. and executive officers ([incorporated herein by reference to Exhibit 10.40 to WPX Energy, Inc.’s Form 10-Q filed August 2, 2018; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000151883218000013/exhibit104020180630.htm)). |

| 10.58 | | Form of Amended and Restated Performance-Based Restricted Stock Unit Agreement between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.35 to WPX Energy, Inc.’s Form 10-K filed February 21, 2019; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000151883219000005/exhibit10352018.htm)). |

| 10.59 | | Form of Amended and Restated Restricted Stock Unit Award Agreement between WPX Energy, Inc. and non-employee directors ([incorporated herein by reference to Exhibit 10.38 to WPX Energy, Inc.’s Form 10-Q filed August 6, 2019; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000151883219000014/exhibit103806302019.htm)). |

| 10.60 | | Form of Amended Exhibit B to Amended and Restated Performance-Based Restricted Stock Unit Agreement between WPX Energy, Inc. and certain executive officers ([incorporated herein by reference to Exhibit 10.39 to WPX Energy, Inc.’s Form 10-Q filed August 6, 2019; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000151883219000014/exhibit103906302019.htm)). |

| 10.61 | | Form of Global Amendment to Performance-Based Restricted Stock Unit Agreements between WPX Energy, Inc. and certain executive officers ([incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.’s Form 8-K filed January 7, 2021; File No. 001-35322](https://www.sec.gov/Archives/edgar/data/1518832/000110465921002045/tm2039568d3_ex10-1.htm)). |

| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |

| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |

| 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document. |

| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |

| /s/ RICHARD E. MUNCRIEF | | President, Chief Executive Officer and | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ JEFFREY L. RITENOUR | | Executive Vice President | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ JEREMY D. HUMPHERS | | Senior Vice President | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ BARBARA M. BAUMANN | | Chair and Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ JOHN E. BETHANCOURT | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ ANN G. FOX | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ GENNIFER F. KELLY | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ KELT KINDICK | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ JOHN KRENICKI JR. | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ KARL F. KURZ | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ MICHAEL N. MEARS | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ ROBERT A. MOSBACHER, JR. | | Director | February [removed: 15, 2023] [added: 28, 2024] |

| /s/ VALERIE M. WILLIAMS | | Director | February [removed: 15, 2023] [added: 28, 2024] |

February 28, 2024

February 15, 2023

| | | | |

| /s/ DUANE C. RADTKE | | Director | February 15, 2023 |

| Duane C. Radtke | | | |